Regeneron grants long-term PSUs to co-founders, forms new subsidiary

Regeneron Pharmaceuticals disclosed in an 8-K filed September 30, 2026 that its Compensation Committee, effective September 24, 2026, granted one-time performance share unit awards to co-founders Leonard S. Schleifer and George D. Yancopoulos under the company's 2014 Long-Term Incentive Plan. The company said the single, 100% performance-based award for ten years replaces annual equity awards under the company's long-term incentive plan for the CEO and CSO until 2036, with all PSU shares subject to a mandatory holding period that bars sale until February 2036, except for death, disability, or a change in control.¹

The awards are tied to two performance categories. The company will grant 10,000 PSUs per new product filing from January 1, 2026 through December 31, 2034, and 15,000 PSUs per new product approval based on a filing obtained from January 1, 2026 through December 31, 2035, plus 12,500 PSUs per FDA approval of certain supplemental filings.¹ Revenue-based PSUs scale from zero below $10 billion in new product annual revenues to 250,000 PSUs at $10 billion, up to 900,000 PSUs at $18 billion and 1,800,000 PSUs at $30 billion¹, measured for fiscal years 2032 through 2035. Total earnouts are capped at 2,700,000 PSUs for the CEO and 2,900,000 PSUs for the CSO¹.

Separately, the filing states that the company recently formed a new entity, referred to as the New Subsidiary, to explore a potential non-core business opportunity.¹ Under a restricted stock purchase agreement dated effective September 24, 2026, Schleifer and Yancopoulos each received an equity stake in the New Subsidiary, with part of each stake subject to vesting conditions.¹ Regeneron said the New Subsidiary is majority owned and controlled by Regeneron, carries nominal value, holds no significant assets at present, has not started operations, and may never pursue the business opportunity.¹ The purchase agreement is expected to be filed with the company's Form 10-Q for the quarter ending September 30, 2026.